Article 1. Definitions
"Act" means the Nebraska Uniform Limited Liability Company Act, Neb. Rev. Stat. §§ 21-101 through 21-197, as amended from time to time.
"Agreement" means this Operating Agreement, as amended from time to time.
"Capital Account" means the account maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and the provisions of this Agreement.
"Capital Contribution" means any contribution of cash, property, or services to the capital of the Company by a Member.
"Certificate" means the Certificate of Organization of the Company filed with the Nebraska Secretary of State, as amended.
"Company" means [[LLC Full Legal Name]], a Nebraska limited liability company.
"Distributable Cash" means all cash of the Company available for distribution after payment of or provision for current and anticipated debts, expenses, and reserves.
"Majority Interest" means Members holding more than fifty percent (50%) of the Percentage Interests.
"Manager" means any person or persons designated to manage the Company pursuant to Article 5.
"Member" means each person or entity listed on Exhibit A and any additional or substituted member admitted in accordance with this Agreement.
"Percentage Interest" means the percentage ownership interest of a Member in the Company as set forth on Exhibit A, as adjusted from time to time.
"Person" means an individual, corporation, partnership, limited liability company, trust, or other entity.
Article 2. Formation and Term
The Company was formed upon the filing of the Certificate of Organization with the Nebraska Secretary of State. The term of the Company shall continue until dissolved in accordance with this Agreement or the Act.
- The name of the Company is [[LLC Full Legal Name]].
- The principal office of the Company shall be at [[Principal Office Address, City, Nebraska ZIP]], or such other place as the Members or Managers may designate.
- The registered agent and registered office in Nebraska shall be as stated in the Certificate or as amended with the Secretary of State.
- The Company may conduct business in any state or jurisdiction where qualified.
Article 3. Purpose
The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental thereto.
- The Company may own, operate, manage, develop, lease, finance, and sell real and personal property.
- The Company may enter into contracts, borrow money, grant security interests, and conduct any business permitted by law.
Article 4. Members and Capital Contributions
The initial Members and their Capital Contributions and Percentage Interests are set forth on Exhibit A.
- No Member shall be required to make additional Capital Contributions unless agreed in writing.
- No Member shall receive interest on any Capital Contribution.
- Capital Accounts shall be maintained in accordance with the Act and applicable tax rules.
- No Member shall have the right to demand or receive a distribution of any specific Company asset in kind.
Article 5. Management
The Company shall be [[member-managed / manager-managed]]. If member-managed, management shall be vested in the Members. If manager-managed, management shall be vested in the Manager(s) designated on Exhibit B or appointed by Majority Interest.
- The Manager(s) or Members, as applicable, shall have full, exclusive, and complete authority to manage and control the business and affairs of the Company.
- Any action requiring approval of Members shall require the affirmative vote or written consent of Members holding a Majority Interest (or such higher percentage as required by the Act or this Agreement for certain matters).
- The Company shall maintain accurate books and records at its principal office or other location determined by the Managers or Members. Each Member shall have reasonable access to books and records upon reasonable notice.
- Major decisions (sale of substantially all assets, merger, admission of new Member, amendment of this Agreement, incurrence of debt over $[[Debt Threshold Amount]], etc.) require approval of [[Percentage, e.g. seventy-five percent (75%)]] of the Percentage Interests.
Article 6. Distributions
Distributable Cash shall be distributed to the Members at such times and in such amounts as the Managers or Members determine in their discretion, in proportion to their Percentage Interests, unless otherwise agreed.
- Tax distributions may be made in amounts sufficient for Members to pay their estimated tax liabilities attributable to Company income, at the discretion of the Managers or Members.
- No distribution shall be made if, after giving effect thereto, the liabilities of the Company would exceed the fair market value of its assets.
Article 7. Allocations
Profits and losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, unless otherwise required by the Code or this Agreement.
- Allocations shall be made in accordance with the Members' Capital Accounts and the principles of IRC Section 704(b) and the regulations thereunder.
- The Company intends to be treated as a partnership for federal and state income tax purposes unless all Members elect otherwise.
Article 8. Transfer of Interests
No Member may assign, sell, pledge, encumber, or otherwise transfer all or any part of the Member's Interest without the prior written consent of Members holding a [[Transfer Approval Threshold, e.g. Majority or 75%]] Interest, which consent may be withheld for any reason or no reason.
- Any attempted transfer in violation of this Article shall be void.
- A transferee shall have only the rights of an assignee unless and until admitted as a Member by consent of the required Members and execution of a joinder to this Agreement.
- The Company and remaining Members shall have a right of first refusal on any proposed transfer on terms no less favorable than those offered by a bona fide third party.
Article 9. Withdrawal and Admission of Members
A Member may withdraw only upon written notice and with the consent of the remaining Members or as otherwise provided in this Agreement or the Act.
- New Members may be admitted only upon approval of the required Percentage Interest and execution of a joinder agreement and such other documents as the Managers or Members require.
- Upon admission, the new Member's Capital Contribution, Percentage Interest, and other terms shall be as agreed.
Article 10. Dissolution and Liquidation
The Company shall dissolve upon the written consent of Members holding [[Dissolution Threshold, e.g. seventy-five percent (75%)]] of the Percentage Interests, upon entry of a decree of judicial dissolution, or upon the occurrence of any event requiring dissolution under the Act.
- Upon dissolution, the Managers or a liquidating trustee shall wind up the affairs of the Company, pay or provide for liabilities, and distribute remaining assets to the Members in accordance with positive Capital Account balances and this Agreement.
- A final accounting shall be provided to all Members.
Article 11. Indemnification and Liability
To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Manager, Member, officer, and agent from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the business or affairs of the Company, except for acts or omissions involving gross negligence, willful misconduct, or bad faith.
- No Manager or Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Manager or Member.
- The Company may purchase and maintain insurance on behalf of any person entitled to indemnification.
Article 12. Confidentiality
Each Member agrees to keep confidential all non-public information relating to the Company, its business, customers, finances, and operations, and not to disclose such information to third parties except as required by law or with consent.
- This obligation survives termination of membership.
- Each Member acknowledges that breach may cause irreparable harm and that injunctive relief is an appropriate remedy.
Article 13. Miscellaneous
This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements.
- This Agreement may be amended only by a written instrument signed by Members holding the percentage of Interests required for the matter under the Act or this Agreement.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, including the Act.
- If any provision is held invalid, the remainder shall continue in effect.
- This Agreement may be executed in counterparts, including by electronic signature.
- Notices shall be in writing and delivered by certified mail, overnight courier, or email to the addresses on file with the Company.
- Headings are for convenience; references to Articles and Sections are to those in this Agreement.
Article 14. Publication Requirement (Nebraska Specific)
Pursuant to Neb. Rev. Stat. § 21-193 (or successor), the Company shall cause notice of its formation to be published for three (3) successive weeks in a legal newspaper of general circulation in the county where the Company's designated office is located, and proof of publication shall be filed with the Nebraska Secretary of State as required.
- The Members or Managers shall ensure timely compliance with this publication requirement.
- Failure to publish may affect the limitation of liability for certain claims arising during the non-publication period as provided by Nebraska law.
Article 15. Exhibits
Exhibit A: Members, Capital Contributions, and Percentage Interests
Exhibit B: Managers (if manager-managed)
Exhibit C: Initial Capital Contributions Details and Valuation
Exhibit D: Any Special Allocations or Rights (if any)
This is a sample Nebraska LLC Operating Agreement template for illustrative and educational purposes only. It is not legal advice. Limited liability companies are governed by the Nebraska Uniform Limited Liability Company Act (Neb. Rev. Stat. §§ 21-101 et seq.). Operating agreements are highly customizable; tax treatment, fiduciary duties (which may be modified if not manifestly unreasonable), dissolution, member rights, and publication requirements are state-specific. Members should consult a licensed Nebraska attorney and tax advisor, review the current Act, and tailor this document to the specific facts, capital structure, and management of the Company before execution and use. References current as of June 2026.
